EXHIBIT 8.2
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[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP]
(212) 373-3000
(212) 757-3990
www.paulweiss.com
June 15, 2007
Pengrowth Energy Trust
Suite 2900
240 4th Avenue S.W.
Calgary, Alberta, Canada T2P 4H4
Ladies and Gentlemen:
We have acted as United States tax counsel for Pengrowth
Energy Trust (the "Trust") in connection with the filing of a registration
statement on Form F-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations thereunder
(the "Rules"), in respect of 5,000,000 trust units (the "Trust Units") issuable
pursuant to the Trust's Distribution Reinvestment Plan (the "Plan").
We have been asked to render our opinion as to certain tax
matters in connection with the Registration Statement. Capitalized terms used
but not defined herein have the respective meanings ascribed to them in the
Registration Statement.
In rendering our opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
agreements and other documents as we have deemed relevant and necessary and we
have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below. In our examination, we have assumed, without
independent verification, (i) the authenticity of original documents, (ii) the
accuracy of copies and the genuineness of signatures, (iii) that the execution
and delivery by each party to a document and the performance by such party of
its obligations thereunder have been authorized by all necessary measures and
do not violate or result in a breach of or default under such party's
certificate or instrument of
Pengrowth Energy Trust
June 15, 2007 2
formation and by-laws or the laws of such party's jurisdiction of organization,
(iv) that each agreement represents the entire agreement between the parties
with respect to the subject matter thereof, (v) that the parties to each
agreement have complied, and will comply, with all of their respective
covenants, agreements and undertakings contained therein and (vi) that the
transactions provided for by each agreement were and will be carried out in
accordance with their terms. In rendering our opinion we have made no
independent investigation of the facts referred to herein and have relied for
the purpose of rendering this opinion exclusively on those facts that have been
provided to us by you and your agents, which we assume have been, and will
continue to be, true.
The opinion set forth below is based on the Internal Revenue
Code of 1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations upon which
our opinion is based are subject to change, and such changes could apply
retroactively. Any change in law or the facts regarding the Plan, or any
inaccuracy in the facts or assumptions on which we relied, could affect the
continuing validity of the opinion set forth below. We assume no responsibility
to inform you of any such changes or inaccuracy that may occur or come to an
attention.
Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that the statements set
forth under the caption "United States Federal Income Tax Considerations" in
the Registration Statement are an accurate general description of the United
States federal income consequences described therein. Such statements do not,
however, purport to discuss all United States federal income consequences of
the ownership and disposition of the Trust Units and are limited to those
United States federal income consequences specifically discussed therein and
subject to the qualifications set forth therein.
We are furnishing this letter in our capacity as United
States tax counsel to the Trust. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below.
Pengrowth Energy Trust
June 15, 2007 3
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, or in any amendment thereto pursuant to Rule 462
under the Securities Act, and to the reference to us under the heading "Legal
Matters" in the prospectus included in the Registration Statement, or in any
amendment thereto pursuant to Rule 462 under the Securities Act. In giving this
consent, we do not agree that we come within the category of persons whose
consent is required by the Securities Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP